Practical Skills - Nuts & Bolts of Contract Drafting: Basic to Advanced Topics

- Location -
Melville Marriott Long Island
1350 Old Walt Whitman Road
Melville, NY 11747
(631) 423-1600

This program offers a total of 7.0 MCLE Credits in Skills By attending this program, you will learn: The importance of language in contracts Critical—but often unconsidered—principles to assist both attorneys and business professionals with drafting, analyzing, and interpreting contracts To focus on the manner in which concepts are expressed in a contract Substantive concepts related to the parties’ respective rights and obligations under a contract Sponsored by the Committee on Continuing Legal Education of the New York State Bar Association Can't make this location/date? *A webcast option* is available on Friday, June 14. Click here to register for the webcast*  * Newly admitted attorneys (less than 24 months) must attend the program in person to receive New York MCLE credit.

ABOUT THE SPEAKER

Vincent R. Martorana is Counsel in the Corporate & Securities Group with Reed Smith’s New York office. His practice includes the representation of clients in domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings. He also regularly provides advice on corporate governance and state laws governing business entities (including Delaware and New York corporate, partnership, and limited liability company law). Vincent has represented a wide range of clients—from start-up and early-stage companies to well-established enterprises—in various industries, including technology, healthcare, pharmaceutical products, consumer products, and energy.

Vincent has extensive experience providing advice on contract drafting, analysis, and interpretation relating to disputes, settlements, and negotiated transactions. He has presented his continuing legal education contract-drafting courses for in-house legal departments and at various other venues, including Practising Law Institute, Strafford Webinars, The Business Development Academy, the National Academy of Continuing Legal Education, the American Bar Association, the New York State Bar Association, the New York City Bar Association, the New York County Lawyers Association, the Brooklyn Bar Association, the Suffolk County Bar Association, and the Westchester County Bar Association.

He is also the author of Drafting Points (www.draftingpoints.com), a blog that is dedicated to contract-drafting issues.

Vincent received a J.D. from the University of Chicago Law School and a B.S. in Economics (with concentrations in Finance and Operations & Information Management), magna cum laude, from the Wharton School at the University of Pennsylvania.

PROGRAM DESCRIPTION

The reduction to writing of an agreed-upon understanding among parties can sometimes be viewed as a cursory step in formalizing a business relationship. Yet the manner in which concepts are expressed on a page is often as important as the concepts themselves. Solid contract-drafting skills are therefore essential tools to any professional who deals with transactions or business relationships. Unfortunately, although contract counterparties might have the best of intentions, many contracts—even those drafted by experienced attorneys and those relating to the most prominent of transactions—are plagued with ambiguities, inconsistencies, unintended imprecision, and “bloat” from unnecessary legalese, rendering them confusing, risky, and potentially very costly.

The Nuts & Bolts of Contract Drafting: From Basic to Advanced Topics is a comprehensive course designed to convey critical—but often unconsidered—principles to assist both attorneys and business professionals with drafting, analyzing, and interpreting contracts. Unlike many other contract-drafting courses, this course focuses on the manner in which concepts are expressed in a contract, as well as certain substantive concepts related to the parties’ respective rights and obligations under a contract.

WHO SHOULD ATTEND

• All attorneys seeking a fundamental but practical overview of drafting contracts
• Attorneys and Business Professionals who deal with drafting, analyzing, and interpreting contracts.

AGENDA

8:30-9:00        REGISTRATION

9:00-10:30      PART 1

I. INTRODUCTION

II. SOME CONTRACT-DRAFTING PHILOSOPHY

A. Legal Drafting vs. Conversation/Prose Writing
B. The Importance of Language
C. Preferences in Contract Drafting
D. Practical Considerations

III. BASIC CONTRACT-DRAFTING CONCEPTS

A. Preamble
B. Recitals
C. Body

1. Definitions
2. Language of Performance
3. Obligations and Prohibitions

a. shall vs. will vs. must
b. Active Voice vs. Passive Voice
c. Attempting to impose obligations on third parties

4. Discretionary Language

a. May: is/are permitted to vs. might possibly
b. “Naked” discretion

5. Language of Declaration

a. Representations

i. Generally
ii. Past events and circumstances
iii. Present events and circumstances
iv. Future events and circumstances

b. Acknowledgements

6. Language of Policy

a. Rules governing an event or circumstance
b. Rules governing the scope, meaning, or duration of a contract or a provision
c. Verb tenses

IV. SIGNATURE PAGES

A. Getting to an authorized individual
B. Drafting tips
C. Practical tips

10:30-10:45             BREAK

10:45-12:15             PART 2

I. MORE-ADVANCED CONTRACT-DRAFTING CONCEPTS

A. Conditional Language

1. Introductory points
2. If…, then… structure
3. Avoid shall
4. If vs. To the extent that

B. Language of Exception and Subordination

1. Identifying language
2. Localized exceptions vs. broad inoculations
3. Potential ambiguities

C. The Concept of Deemed
D. References to Time
E. And, Or, and And/Or Ambiguities

1. And
2. Or
3. And/Or
4. Summary

12:15-1:15   LUNCH (on your own)

1:15-2:30    PART 2 (Continued)

F. Formulas

1. Order of operations
2. Tips for clearly conveying formulas and order of operations in contracts

G. Attachments to Contracts
H. Ambiguities Relating to Modifiers

1. Preceding Modifiers
2. Trailing Modifiers
3. Both Preceding and Trailing Modifiers
4. Opening Clauses
5. Closing Clauses
6. “In each case…”

I. Contract Interpretation

1. What is the intent of the parties?
2. Defining “ambiguous”
3. Determining whether a provision is ambiguous
4. Parol Evidence

2:30-2:45       BREAK

2:45-4:30       PART 3

I. MISCELLANEOUS PROVISIONS IN CONTRACTS

A. Parties, Beneficiaries, and Obligees

1. Assignment and Delegation
2. Successors and Assigns
3. Third-Party Beneficiaries

B. Interpreting the Contract

1. Amendment and Waiver
2. Merger/Integration
3. Captions/Headings
4. Other

C. Enforcing the Contract

1. Severability
2. Governing Law and Forum Selection
3. Waiver of Jury Trial
4. Cumulative Remedies and Election of Remedies

D. Other

1. Force Majeure
2. Further Assurances
3. Transaction Costs/Expenses
4. Notices
5. Counterparts

II. LEGAL ARCHAISMS

A. that vs. which vs. , which
B. Miscellaneous

III.  COURSE RECAP 

4:30       ADJOURNMENT

IMPORTANT NOTICE

PARTIAL CREDIT FOR PROGRAM SEGMENTS NOT ALLOWED.
Under the New York State Continuing Legal Education Board Regulations and Guidelines, attendees at CLE programs cannot receive MCLE credit for a program segment unless they are present for the entire segment. Persons who arrive late, depart early, or are absent for any portion of the segment will not receive credit for that segment.

MCLE CREDIT

7.0 TOTAL CREDITS IN SKILLS

This course has been approved for MCLE credit in New York for all attorneys, including newly admitted (less than 24 months).

This program has been approved by the Board on Continuing Legal Education of the Supreme Court of New Jersey for 7.0 hours of total CLE credit. Of these, 0 qualify as hours of credit for ethics/professionalism, and 0 qualify as hours of credit toward certification in civil trial law, criminal trial law, workers compensation law and/or matrimonial law. This course does not qualify under any of the nine specified new admit areas, in five of which New Jersey attorneys admitted in 2009 or thereafter, in their first full two-year compliance period, must take 15 of their 24 required credit hours (see BCLE Reg. 201:2).

This program has also been approved for MCLE credit by the State Bar of California and the Pennsylvania Continuing Legal Education Board for 6.0 credit hours of substantive law and 0.0 credit hour of ethics. All inquiries regarding MCLE credits may be directed to (518) 487-5606.

This course includes 0.0 credit hours for the Continuing Professional Education (CPE) requirements of New York and New Jersey CPAs. Sponsor numbers: New York: 000026; New Jersey: 20CE00099900.

The New York State Bar Association’s Committee on Continuing Legal Education has been certified by the New York State Continuing Legal Education Board as an accredited provider of continuing legal education in the State of New York. 

ELECTRONIC COURSE MATERIALS (ECM)

COURSE MATERIALS FOR NYSBA CLE PROGRAMS ARE NOW DISTRIBUTED ELECTRONICALLY!

All program materials are distributed exclusively online in searchable PDF format, allowing attendees more flexibility in storing this information and allowing you to copy and paste relevant portions of the materials for specific use in your practice.  A CLE NotePad © (paper) will be provided to all attendees at the live program site.  The CLE NotePad © includes lined pages for taking notes on each topic, as well as any PowerPoint presentations submitted prior to printing.

Prior to a scheduled program date, all registrants will receive an email message containing a hyperlink that when clicked will provide you with access to the complete course materials in a searchable PDF format which can be downloaded to your computer using the “Save As” option under your “File” tab. Printing the complete materials is not required for attending the program. Online materials are updated periodically to reflect last minute submissions from program faculty, guaranteeing that you will always have the latest version of the materials.

Traditional printed course books may be ordered at the program site for a discounted price and will be shipped subsequent to the program date.

The last day to pre-register online is June 9, 2013. Register online now

Members, please login to get member discounts.

	Thru May 31	After May 31
Seminar
LI-Registration	$150.00	$165.00

	Thru May 31	After May 31
Seminar
LI-Registration	$250.00	$265.00

	Thru May 31	After May 31
Seminar
LI-Registration	$45.00	$60.00

Accommodations for Persons with Disabilities:
NYSBA welcomes participation by individuals with disabilities. NYSBA is committed to complying with all applicable laws that prohibit discrimination against individuals on the basis of disability in the full and equal enjoyment of its goods, services, programs, activities, facilities, privileges, advantages, or accommodations. To request auxiliary aids or services or if you have any questions regarding accessibility, please contact Cindy O'Brien at 800-582-2452 or cobrien@nysba.org.